Kelly Grier
Booking HoldingsAbout Kelly Grier
Kelly Grier (age 55) is an independent director of Booking Holdings Inc. (BKNG), serving since 2023. A Certified Public Accountant, she formerly served as EY-US Chair & CEO and Americas Managing Partner (2018–2022) and has deep audit, finance, and global leadership experience, including prior service as an SEC audit partner . She is a member of BKNG’s Audit Committee and is designated an Audit Committee Financial Expert; all directors other than the CEO were determined independent for 2024 and 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY-US | Chair & CEO; Americas Managing Partner | 2018–2022 | Chair of EY’s U.S. Board; member EY Global Executive and Global Practice Group; earlier SEC Audit Partner |
| EY (Americas & Central Region) | Various leadership roles (including Vice Chair of Talent) | 1991–2018 | Leadership across talent and audit; CPA credentials and SEC audit partner experience |
External Roles
| Organization | Role | Since | Committees/Details |
|---|---|---|---|
| Illinois Tool Works Inc. | Director | 2022 | Member, Audit and Finance Committees |
| CDW Corporation | Director | 2023 | Member, Audit and Nominating & Corporate Governance Committees |
| Permira Advisors | Senior Advisor | n/a | Private equity advisor role |
| Zendesk | Director | n/a | Director of private/not-for-profit organizations including Zendesk |
| Chief Executives for Corporate Purpose (CECP) | Director | n/a | Not-for-profit directorship |
| Global Forestation Generation | Director | n/a | Not-for-profit directorship |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee Financial Expert designation .
- Independence: Board determined all nominees other than the CEO to be independent in 2024 and 2025 .
- Attendance and engagement: Board held 8 meetings in 2024; Audit Committee met 8 times; all directors attended at least 75% of Board and committee meetings while serving; all director nominees attended the 2024 annual meeting .
- Executive sessions: Independent directors hold at least two executive sessions per year .
Fixed Compensation
| Component | Detail |
|---|---|
| Annual cash retainer | $60,000 cash for non-employee directors |
| Committee/member retainers | Audit Committee member retainer $20,000 cash (applies to Grier) |
| 2024 cash earned | $80,000 cash fees (base + committee) |
| 2024 equity grant | RSUs valued at approximately $265,135; 71 RSUs granted May 2024, vest on 1-year anniversary, with dividend equivalents paid only upon vesting |
| Other retainers | No chair retainers for Grier (not a chair) |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based elements | None disclosed for non-employee directors; RSU awards are time-based with dividend equivalents paid only upon vesting |
Other Directorships & Interlocks
| Company | Relationship to BKNG | Board’s Independence Assessment |
|---|---|---|
| CDW Corporation | BKNG purchased computer equipment and software from CDW while Grier serves on CDW’s board | Transactions immaterial, ordinary course, arm’s-length; do not impair independence |
| Zendesk | BKNG purchased subscription services from Zendesk while Grier serves as a director of Zendesk (private/not-for-profit context listed) | Transactions immaterial, ordinary course, arm’s-length; do not impair independence |
Expertise & Qualifications
- CPA; former SEC audit partner with extensive audit and financial reporting expertise .
- Designated Audit Committee Financial Expert at BKNG .
- Leadership and global business experience from serving as EY-US Chair & CEO and Americas Managing Partner .
- Finance and governance expertise through audit/finance/nominating committee work at ITW and CDW .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (3/31/2025) | 131 shares; joined the Board on November 6, 2023 |
| RSUs outstanding (12/31/2024) | 71 RSUs |
| Shares outstanding (3/31/2025) | 32,699,135 shares |
| Ownership as % of shares outstanding | ~0.0004% (131 ÷ 32,699,135) |
| Director stock ownership guideline | 10× base cash retainer (i.e., 10 × $60,000) |
| Compliance status | All non-employee directors met guidelines as of 3/31/2025 except Grier; expected to meet upon May 2025 vesting |
| Hedging/pledging | Hedging and pledging of BKNG stock prohibited for directors |
Governance Assessment
- Strengths supporting investor confidence: Independent status; Audit Committee membership and Financial Expert designation; robust attendance norms and executive sessions; prohibition on hedging/pledging; clear director ownership guidelines; strong shareholder support for say‑on‑pay (90% in 2024; 2025 advisory vote 24,288,898 for vs. 3,156,175 against) .
- Potential conflicts/red flags: Vendor interlocks via CDW and Zendesk; Board reviewed and deemed immaterial, ordinary course, arm’s‑length, not impairing independence .
- Alignment: As a relatively new director, Grier’s beneficial holding was modest at 131 shares as of 3/31/2025, but she is expected to meet ownership guidelines upon May 2025 RSU vesting, mitigating alignment concerns .
- Shareholder voting signal: 2025 director election support for Grier was 27,412,160 for and 100,462 against, indicating strong investor endorsement .